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EXHIBIT 10.8
National Healthcare Technology/Camden Inc
Consulting Agreement
This agreement sets forth the terms (the "Agreement") between
Camden Holdings
Inc (Camden) and National Healthcare Technology Inc. ("the
Company") concerning
business management services (hereafter being referred to as the
"Services")
rendered to the Company from January 8, 2005 and continuing through
June 8,
2006.
When countersigned in the space provided below, this shall serve as
our
agreement, as detailed below. Therefore, this Agreement contains
the full and
complete understanding between the parties and supersedes all
prior
understandings. It is further understood/agreed (when
countersigned) that this
Agreement may not be altered, modified or changed in any way
without the express
written consent of both parties and shall be construed in
accordance with the
laws of the State of California applicable to agreements executed
and wholly
performed within that State.
1. The Services
A. It is agreed that Camden shall be retained to provide business
management
services, and provide advice as it relates to the future of the
company. This
service shall include the drafting and preparation of business
plans, operating
budgets, cash flow projections and other business management
services. It is
understood that the company is venturing into a new direction into
the oil and
gas business and desires to retain the services of consultant in
order to
provide access to skills, knowledge and opportunities which exist
in the energy
sector.
B. It is understood that the Company has allowed Camden to enter
into this
agreement based upon the present character and composition of THE
COMPANY's
management and general good standing and reputation in the business
community.
In the event of the sale or transfer of a substantial portion of
the assets of
THE COMPANY's business or of a change in the controlling interest
in THE
COMPANY's business or of a merger or consolidation of THE COMPANY's
property
being expropriated, confiscated or nationalized by the government,
or in the
event of the de facto control of THE COMPANY or of any of its
subdivisions or
agencies being assumed by a government, or government agency or
representative,
the Company may, at its option, terminate this Agreement
immediately upon
written notice to THE COMPANY.
2. Compensation for the Services
In consideration for the services rendered by THE COMPANY shall pay
to Camden as
follows:
A. THE COMPANY shall pay to Camden a fee of Two Million Five
Hundred Thousand
shares of restricted stock of the company. This fee shall be
non-refundable and
considered earned when the shares are delivered. It is agreed that
the fee shall
be paid within 3 days after execution of this agreement. Camden may
designate
third parties to be paid all or a portion of the fee by notifying
The company.
This agreement may be assigned to principles of Camden to perform
this service.
<PAGE>
Advances by Camden to National
B. Camden will agree subject to the execution of a promissory note
between the
party's loan up to Two Hundred and Fifty Thousand Dollars
($250,000) in cash and
other consideration to the company. All advances shall be paid back
in full
within 120 days from the execution of the promissory note. A
promissory note
reflecting the advances will be issued by the parties and executed
by the
company.
3. Method of Compensation
The method of Compensation shall be in restricted stock of the
company.
4. Termination
A. This agreement shall begin upon signing of the contract. The
term of
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